THE LEARNING ANNEX and LEARNINGANNEX.COM TERMS OF SERVICE
Welcome to The Learning Annex and LearningAnnex.com! LearningAnnex.com provides online educational "how-to" multi-media information for enjoyment, knowledge and entertainment. LearningAnnex.com (or "we") includes the LearningAnnex.com. website and network (the "LearningAnnex.com Network"), and any other features, content, or applications offered from time to time by LearningAnnex.com in connection with the LearningAnnex.com Network.
The following are the LearningAnnex.com Terms of Service ("Agreement"). These Terms of Service constitute a legally binding agreement made by and between LearningAnnex.com and you, whether personally or on behalf of an entity ("you"), concerning your access to and use of the LearningAnnex.com Network (as further defined below).
1. Ownership
LearningAnnex.com is owned by The Learning Annex, LP, and, from time to time, its subsidiary and affiliate corporations, successors, and assigns (collectively included in the use of the term, "LearningAnnex.com"). The LearningAnnex.com Network currently consists of various web pages at or linked to the URL www.LearningAnnex.com, as well as areas of numerous websites operated by other companies that have entered into an agreement with LearningAnnex.com to publish LearningAnnex.com content on their site, or their content on the LearningAnnex.com site. LearningAnnex.com and the LearningAnnex.com Network may expand or change from time to time. LearningAnnex.com is hosted in the U.S.
2. Definitions
The following terms, both for this Agreement and for the LearningAnnex.com Privacy Policy, will have the meanings indicated:
"Agreement" means these LearningAnnex.com Terms of Service. "LearningAnnex.com Forum Post" or "Forum Post" means a posting on any LearningAnnex.com discussion boards (forums) incorporating, without limitation, text, graphics, video, audio, flash animation and other content, and made available on the LearningAnnex.com Network.
"LearningAnnex.com Indemnified Parties" means The Learning Annex, LP’s present and former directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, services providers and other contractors.
"LearningAnnex.com Marks" means LearningAnnex.com, www.LearningAnnex.com.com, The Learning Annex, www.learningannex.com and all other trademarks, service marks, graphics, logos and domain names used in connection with or belonging to LearningAnnex.com, LLC and Learning Annex, LLC.
"LearningAnnex.com Network" means LearningAnnex.com's internet and electronic media network, including without limitation all: (i) LearningAnnex.com Web Logs, LearningAnnex.com Forum Posts and other Content (each as defined herein) owned by LearningAnnex.com or LearningAnnex.com's licensors and made available on the LearningAnnex.com Network; (ii) computer code, data and other materials owned by LearningAnnex.com or LearningAnnex.com's licensors and provided to or used by you for the purpose of permitting you to access and use the LearningAnnex.com Network; and (iii) all servers, networks and other data storage, processing and communications equipment owned by or operated for the sole benefit of LearningAnnex.com and used in connection with the LearningAnnex.com Network.
"LearningAnnex.com Partner Site" or "Partner Site" means a website through which the LearningAnnex.com Network is accessible.
"LearningAnnex.com Web Log" means a multi-media Web log incorporating, without limitation, text, graphics, video, audio, flash animation and other content, and made available on the LearningAnnex.com Network.
"LearningAnnex.com user" means a registered user of LearningAnnex.com. Only LearningAnnex.com users may post content.
"Claim" means any claim, action, demand, causes of action or other proceeding.
"Content" means any multimedia text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials on the LearningAnnex.com Network.
"Indemnified Claim" means a Claim as to which you are required to defend, indemnify or hold harmless the LearningAnnex.com Indemnified Parties.
"Third-Party Website" means a website neither owned nor controlled by LearningAnnex.com, including without limitation any LearningAnnex.com Partner Site or any other website as to which a link is available on the LearningAnnex.com Network.
"Viewer" means an individual, including any LearningAnnex.com user, who accesses and uses the LearningAnnex.com Network for the purpose of searching and accessing the LearningAnnex.com Web Logs, LearningAnnex.com Forum Posts or other media.
3. Acceptance
By accessing, viewing or using LearningAnnex.com, or the LearningAnnex.com Network, you agree, without limitation or qualification, to be bound by and comply with these Terms and Conditions and the LearningAnnex.com Privacy Policy, including any other posted guidelines or rules applicable to any website where the LearningAnnex.com Network is found.
YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. If you are registering on behalf of an individual age 13 through 17 you represent that you are the parent or legal guardian of such an individual and agree to be legally responsible for such individual's use of the Service in accordance with this Agreement. It is your responsibility to determine whether any aspect of the Service is appropriate for your child. Users must be at least 13 years of age to use the Service.
If you do not agree to be bound by these Terms and Conditions and the LearningAnnex.com Privacy Policy, you are not permitted to access LearningAnnex.com or the LearningAnnex.com Network and you should exit LearningAnnex.com immediately. We're sorry to see you go.
4. Non-Discrimination
LearningAnnex.com does not discriminate on the basis of age, gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.
5. Eligibility
Use or viewing of LearningAnnex.com and its content is void where prohibited. By using the LearningAnnex.com Network, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of LearningAnnex.com does not violate any applicable law or regulation. Your use and profile may be terminated without warning if we believe that you are less than 13 years of age or we determine that you are otherwise in violation of our Terms of Service.
6. License to Use the LearningAnnex.com Network
Subject to your compliance with the terms and conditions of this Agreement, LearningAnnex.com grants you a revocable, non-exclusive, non-sublicensable, and non-transferable license, only insofar as is necessary, to use the LearningAnnex.com Network and any associated software.
Except as expressly set forth herein, this Agreement grants you no rights in or to the intellectual property of LearningAnnex.com or any other party.
Any and all software comprising the LearningAnnex.com Network is licensed to you and not sold. You shall not, and shall not permit or assist others to: (i) copy, modify, translate, reverse engineer, decompile or disassemble, or create derivative works based upon, that software; (ii) rent, lease, loan, sublicense or resell, or otherwise transfer or grant rights in or to, that software; (iii) remove or disable any proprietary rights notices in or reproduced by that software; (iv) decrypt, break, alter, interfere with or attempt to circumvent any device or measure intended to control access to or to protect the copyrighted works of LearningAnnex.com or any other party and integrated into that software; or (v) use the software in any manner that may violate any agreement between you and LearningAnnex.com or any applicable law or regulation. LearningAnnex.com may, in its sole discretion, require you to perform, or automatically perform, updates, modifications or reinstallations, or the downloading of patches, to any and all software comprising the LearningAnnex.com Network.
In the event that you breach any provision of this Agreement, your rights under this section immediately will terminate.
7. Term and Survival
This Agreement shall remain in full force and effect while you view or use the LearningAnnex.com Network.
Upon termination, all rights and obligations created by this Agreement will terminate, except provisions concerning your representations and warranties, and all rights and obligations created pursuant to those sections will survive any termination of this Agreement.
8. Changes to the LearningAnnex.com Network
Internet technology and the applicable laws, rules and regulations change frequently. Accordingly, LearningAnnex.com reserves the right to change, modify, suspend, make improvements to or discontinue any aspect of the LearningAnnex.com Network, at any time and without notice to you. Under no circumstance will LearningAnnex.com be liable for any such change.
Any changes or modification will be effective upon posting of the revisions and these Terms of Service will reflect the new effective date. Your continued use or viewing of this Site following the posting of the changes or modifications will constitute your acceptance of such changes or modifications. You should frequently review these Terms of Service (including its posting date) and applicable policies from time-to-time to understand the terms and conditions that apply to your access to and use of LearningAnnex.com's Internet based LearningAnnex.com Network.
If you do not agree with any changes made to the LearningAnnex.com Network, your sole remedy is to terminate your account, if any, and to stop accessing, viewing or using LearningAnnex.com and the LearningAnnex.com Network.
9. Fees
LearningAnnex.com reserves the right to charge for the use of the LearningAnnex.com Network and to change its fees from time to time in its discretion. LearningAnnex.com will not charge for usage time prior to fees being established. If LearningAnnex.com terminates your usage because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of any subscription or other fees.
10. Registration/LearningAnnex.comsers
To become "LearningAnnex.com user", you must register and create an account with LearningAnnex.com through our online registration process at www.LearningAnnex..com. You must provide LearningAnnex.com with accurate and complete registration information, including your first and last name, email address, birth date, zip code, and your chosen LearningAnnex.com username.
Registration is limited to individuals who reside in the United States of America and who are 13 years of age or older. By registering to become a LearningAnnex.com user, you represent and warrant that the information you provide to LearningAnnex.com is accurate. You also agree to, and represent and warrant that you will, promptly update your contact information in the event any of that information changes. You may update your account information by logging in to your account at www.LearningAnnex.com. LearningAnnex.com reserves the right to terminate your access to and use of the LearningAnnex.com Network if you fail to provide, or to timely update, that information.
When you register to become a LearningAnnex.com user, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password and your username. You agree not to use the account, username, or password of another LearningAnnex.com user at any time or to disclose your password to any third party. You agree to notify LearningAnnex.com immediately if you suspect any unauthorized use of your account or access to your password. Under no circumstances should you respond to a request for your password, particularly a request from an individual claiming to be an employee of LearningAnnex.com.
OUR EMPLOYEES WILL NEVER ASK YOU FOR YOUR PASSWORD!
You are solely responsible for any and all use of your account.
11. Emails
By registering with LearningAnnex.com, you are agreeing to accept emails from LearningAnnex.com regarding the status of your account and emails from the The Learning Annex, LP. You may "opt out" of receiving one or both of these emails at any time, including upon creating your account.
All other email communication from LearningAnnex.com requires your consent to "opt-in." You have the ability to change these preferences within your account at the time of creation or at anytime thereafter, however, please allow 7-10 days for any changes to take effect. Further, emailing LearningAnnex.com directly will implicitly authorize a responsive email, which may be generated automatically.
For additional information on communications with LearningAnnex.com and the use of personal information, please refer to the LearningAnnex.com Privacy Policy.
12. Usage by Minors
LearningAnnex.com users must be age 13 or over, however, while the majority of the content found on or through LearningAnnex.com is for general audiences, there may be certain adult or mature Content. Where there is mature or adult Content, individuals who are less than 18 years of age, or are not permitted to access such Content under the laws of any applicable jurisdiction, may not access such content. If LearningAnnex.com learns that anyone under the age of 13 seeks to use or view the Network, LearningAnnex.com will terminate their use or require verified parental consent, in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA").
LEARNINGANNEX.COM DOES NOT MAINTAIN ANY INFORMATION FOR VIEWERS OR USERS WHO ARE UNDER 13.
In cases where you have authorized a minor to use LearningAnnex.com, you recognize that you are fully responsible for the online conduct of such minor; controlling the minor's access to and use LearningAnnex.com, and the consequences of any misuse by the minor. You acknowledge that some areas of the LearningAnnex.com Network may contain Content that is inappropriate for minors.
13. LearningAnnex.com user Representations and Warranties
LearningAnnex.com users are entirely responsible for the content of, and any harm resulting from, their LearningAnnex.com Web Logs or Forum Posts or any content posted by them. When you create or make available a LearningAnnex.com Web Log or Forum Post, you thereby represent and warrant that:
the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your LearningAnnex.com Web Log or Forum Post does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
you have fully complied with any third-party licenses relating to your LearningAnnex.com Web Log or Forum Post, and have done all things necessary to successfully pass through to Viewers any required terms;
your LearningAnnex.com Web Log or Forum Post does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
your LearningAnnex.com Web Log or Forum Post is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
your LearningAnnex.com Web Log or Forum Post does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well being of minors. your LearningAnnex.com Web Log or Forum Post does not violate any state or federal law designed to regulate unsolicited email or other electronic advertising;
your LearningAnnex.com Web Log or Forum Post does not spoof, or contain false, misleading or incomplete return address or header information;
your LearningAnnex.com Web Log or Forum Post does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others;
your LearningAnnex.com Web Log or Forum Post does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on LearningAnnex.com's or other's computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
your LearningAnnex.com Web Log or Forum Post does not inundate the LearningAnnex.com with communications or other traffic suggesting no serious intent to use the LearningAnnex.com Network for its stated purpose;
you will accurately categorize or describe the nature of all content made available on your LearningAnnex.com Web Log or Forum Post, including without limitation by indicating whether any portion thereof is suitable for adults only;
your LearningAnnex.com Web Log or Forum Post does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation;
and your LearningAnnex.com Web Log or Forum Post does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined in LearningAnnex.com's sole discretion.
14. Content Not Screened or Error Free
You acknowledge and agree that LearningAnnex.com does not screen or review published content on the LearningAnnex.com Network to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, or which contains errors or omissions. You acknowledge and agree that by using LearningAnnex.com, you may be exposed to content that is offensive, indecent or objectionable. You further acknowledge and agree that the content may contain errors or omissions or may even be false. Under no circumstances will LearningAnnex.com be liable in any way for any LearningAnnex.com user or other third party content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use, reliance on, or publication of any such content posted, emailed or otherwise transmitted via the LearningAnnex.com Network. LearningAnnex.com does not guarantee that any content or media will be to your satisfaction.
15. Reporting Violations
Given the nature of the LearningAnnex.com Network and the Internet generally LearningAnnex.com must also rely on Viewers to report violations that they observe. If you suspect that a LearningAnnex.com or other Viewer has violated this Agreement, or has made available content that violates this Agreement or a LearningAnnex.com policy or that is otherwise illegal, you should report the suspected violation to LearningAnnex.com. You hereby represent and warrant that any information you provide in connection with any report of a suspected violation will be true and correct, subject to penalty of perjury.
16. Content Not Suitable for General Viewing
LearningAnnex.com requires individual LearningAnnex.com users to identify content that is suitable for adults only. Such Content can be due to many factors, including, but not limited to, the use or depiction of nudity, adult content, violence, profanity, etc.
LearningAnnex.com may employ a variety of technological and other filters to prevent Viewers whose ages have not been verified from accessing content that is not suitable for general viewing. However, as stated LearningAnnex.com cannot simultaneously monitor the contents of all posted content, and must once again rely on Viewers to report LearningAnnex.com content that may be of concern.
17. Reporting of Violations and Unfiltered Adult-Oriented Content Copyright Policy
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of LearningAnnex.com to terminate all privileges of any LearningAnnex.com user or user who repeatedly infringes the copyright rights of others upon receipt of proper notification to LearningAnnex.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the LearningAnnex.com in a way that constitutes copyright infringement, please provide our us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the LearningAnnex.com Network; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Send your report to:
LearningAnnex.com
c/o The Learning Annex
888c 8th Avenue, #139
New York, NY 10019
With a copy to:
Learning Annex General Counsel
60 Walnut Street, 4th Floor
Wellesley, Massachusetts 02481
18. Child Pornography and Potentially Obscene Content
DO NOT MAKE AVAILABLE OR POST CONTENT THAT MAY BE CONSIDERED OBSCENE OR THAT MAY CONSITITUTE CHILD PORNOGRAPHY! LearningAnnex.com encourages Viewers immediately to report to LearningAnnex.com and the appropriate legal authorities any such material. LearningAnnex.com reserves the right to terminate the account and/or deny access to the LearningAnnex.com Network, without notice or liability, to any LearningAnnex.com user who makes available any material that LearningAnnex.com determines, in its sole discretion, may violate any state, federal or other obscenity or child pornography law.
19. LearningAnnex.com Etiquette
Certain activities, even if legal, may violate the common rules of etiquette governing LearningAnnex.com, LearningAnnex.com Web Logs and LearningAnnex.com Forum Posts. LearningAnnex.com may, in its discretion, terminate the accounts of, and deny access to and use of LearningAnnex.com to LearningAnnex.com users who engage in or are the frequent targets or subjects of such activities and complaints.
20. LearningAnnex.com's Right to Remove LearningAnnex.com Web Logs and/or Forum Posts and Terminate Accounts
LearningAnnex.com may monitor the LearningAnnex.com Network for violations of this Agreement. LearningAnnex.com has the right, but no obligation, to refuse, restrict access to or availability of any LearningAnnex.com Web Log, Forum Post or any portion thereof, for any reason at its discretion, or that may violate this Agreement or any law or, without limitation, that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, that may constitute child pornography, or that may otherwise solicit personal information from or exploits in a sexual or violent manner anyone under the age of 18.
21. LearningAnnex.com's Right to Manage the LearningAnnex.com Network
Notwithstanding any other provision of this Agreement, LearningAnnex.com reserves the right to, without notice or liability and in its sole discretion, remove from the LearningAnnex.com Network or otherwise disable all files and content that are excessive in size or are in any way burdensome to its systems, and to otherwise manage the LearningAnnex.com Network in a manner designed to protect the rights and property of LearningAnnex.com and others and to facilitate the proper functioning of the LearningAnnex.com Network.
Excess burdensome content may include, but is not limited to Content that: (i) has been stored for an excessive period of time; (ii) is out-of-date; or, (iii) relates to an inactive account (i.e. inactive for more than 60 days).
22. Right to Exclude
In addition to the other provisions herein for restricting viewing, use or access to the LearningAnnex.com Network, LearningAnnex.com reserves the right to exclude any Content for any reason, including, but not limited to, content determined to be contrary to the commercial and competitive interests of LearningAnnex.com and/or its partners, in its sole discretion.
23. Non-commercial Use by Members
LearningAnnex.com is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by LearningAnnex.com under separate contract. Illegal and/or unauthorized use of the LearningAnnex.com, including collecting usernames and/or email addresses of Viewers or LearningAnnex.com users by electronic or other means for any purpose or unauthorized framing of or linking to the LearningAnnex.com Network is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from user profiles without notice and may result in termination of all rights and privileges herein. Appropriate legal action will be taken for any illegal or unauthorized use of the LearningAnnex.com Network.
24. Proprietary Rights in Content on the LearningAnnex.com Network
LearningAnnex.com does not claim any ownership rights in the Content that you post on the LearningAnnex.com Network. After posting your Content to the LearningAnnex.com Network, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By posting any Content on or through the LearningAnnex.com Network, you hereby grant to LearningAnnex.com a limited license to use, modify (including but not limited to adding advertising with no compensation to you), publicly perform, publicly display, reproduce, and distribute such Content solely on and through the LearningAnnex.com Network.
The license you grant to LearningAnnex.com is non-exclusive (meaning you are free to license your Content to anyone else in addition to LearningAnnex.com), fully-paid and royalty-free (meaning that LearningAnnex.com is not required to pay you for the use of the Content that you post), sublicensable (so that LearningAnnex.com is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the LearningAnnex.com Network), and worldwide. This license will terminate at the time you remove your Content from the LearningAnnex.com Network.
25. Viewer Responsibility
LearningAnnex.com may not have the ability to control the nature of the content available on the LearningAnnex.com Network. By operating the LearningAnnex.com Network, LearningAnnex.com does not represent or imply that we endorse all content available on or linked to by the LearningAnnex.com Network, including without limitation content hosted on Third-Party Websites, or that we believe such LearningAnnex.com Web Logs, Forum Posts or other content to be accurate, useful, or non-harmful.
LEARNINGANNEX.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK, INCLUDING WITHOUT LIMITATION YOUR OR OTHERS' ACCESSING OR DOWNLOADING OF THE CONTENT OR OTHER MATERIALS AVAILABLE ON OR LINKED TO BY THE LEARNINGANNEX.COM NETWORK, OR YOUR PURCHASING OF GOODS OR SERVICES FROM THIRD-PARTIES. IN ADDITION, YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOURSELF AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE, AND OTHER HARMFUL OR DESTRUCTIVE CONTENT.
26. Abuses of the LearningAnnex.com Network
You may not access or use the LearningAnnex.com Network for any purpose other than that for which LearningAnnex.com makes it available. For example, and without limitation, you may not, and may not encourage others to, as determined by LearningAnnex.com in its sole discretion:
generate a substantially higher volume of LearningAnnex.com Network traffic or otherwise use the LearningAnnex.com Network so as to impose an unnecessary burden on the LearningAnnex.com Network;
run programs in the background on the LearningAnnex.com Network's servers; gain or attempt to gain unauthorized access to any portion of the LearningAnnex.com Network;
exploit or attempt to exploit the LearningAnnex.com Network for the purpose of gathering information about any other person or entity;
access, copy or monitor the LearningAnnex.com Network or any portion thereof, or employing any program, device or method to circumvent the navigational structure or presentation the LearningAnnex.com Network or copy information and materials; use the LearningAnnex.com Network for any commercial purpose, other than as authorized by LearningAnnex.com, including without limitation the solicitation of funds, the advertising or solicitation of goods or services, or the promotion of any other commercial website or service, without the express written permission of LearningAnnex.com;
or do any other thing that might damage, disable or impair the LearningAnnex.com Network, or otherwise interfere with any other party's use or enjoyment of the LearningAnnex.com Network.
27. Third-Party Websites
The LearningAnnex.com Network may be accessed through a wide variety of Network Partner Sites that, as independent contractors of LearningAnnex.com, are neither owned nor controlled by LearningAnnex.com. Furthermore, the LearningAnnex.com Network may contain links to additional Third-Party Websites that are neither owned nor controlled by LearningAnnex.com. LearningAnnex.com has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on or through Network Partner Sites and other Third-Party Websites. LearningAnnex.com does not represent, warrant or endorse any Network Partner Site or other Third-Party Website, or any material, goods or services available thereon or thereby. You agree that, when linking to or otherwise accessing or using a Network Partner Site or other Third-Party Website, you are solely responsible for the consequences, whatever they may be.
LEARNINGANNEX.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, OR PURCHASING OF SERVICES FROM NETWORK PARTNER SITES AND OTHER THIRD-PARTY WEBSITES.
28. Trademarks
The LearningAnnex and other Learning Annex-owned marks ("LearningAnnex.Marks") are trademarks or registered trademarks of The Learning Annex., LP. Other trademarks, service marks, graphics, logos and domain names appearing on the LearningAnnex.com Network may be the trademarks of third parties. Neither your access to and use of the LearningAnnex.com Network nor this Agreement grant you any right or license to reproduce or otherwise use the LearningAnnex.com Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the LearningAnnex Marks generated as a result of your use of the LearningAnnex.com Network will inure to the benefit of us, and you agree to assign, and hereby do assign, all such goodwill to us. You shall not at any time, nor shall you assist others to, challenge our right, title, or interest in or to, or the validity of, the LearningAnnex Marks.
29. Copyrighted Materials; Copyright Notice
All content and other materials available on the LearningAnnex.com Network, including without limitation the LearningAnnex.com logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by LearningAnnex.com or are the property of our licensors and suppliers. Except as explicitly provided, neither your access to and use of the LearningAnnex.com Network nor this Agreement grant you any right, title or interest in or to any such materials, and you may not use such materials without express written permission of the copyright owner.
30. Privacy Policy
By accessing or using any part of the LearningAnnex.com Network, you consent to the collection and use of your identifying information, and other information concerning your access to and use of the LearningAnnex.com Network, as specified in the LearningAnnex.com Privacy Policy.
31. Communications with LearningAnnex.com
A. Notices
All notices required or permitted to be given under this Agreement must be in writing and can be sent to:
LearningAnnex.com
c/o Learning Annex
888c 8th Avenue, #139
New York, NY 10019
With a copy to:
Learning Annex General Counsel
60 Walnut Street, 4th Floor
Wellesley, Massachusetts 02481
LearningAnnex.com shall provide notices to LearningAnnex.com users by email sent to the most recent email address provided by the intended recipient to LearningAnnex.com. You bear the sole responsibility of ensuring that your email address on file with LearningAnnex.com is accurate and current, and notice to you shall be deemed effective upon the sending by LearningAnnex.com of an email to that address. You agree that any notice received from LearningAnnex.com electronically satisfies any legal requirement that such notice be in writing.
For any notices pertaining to copyright infringement you must give notice to LearningAnnex.com by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, sent to the above listed address.
All notices to LearningAnnex.com will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; (iii) if by overnight courier, on the date the receipt is confirmed by such courier service, or (iv) by electronic means when you receive a confirmation that the notice has been received.
B. Customer Service
All questions or comments concerning the use or functioning of the LearningAnnex.com Network should be directed to Customer Service at:
LearningAnnex.com
888c 8th Avenue, #139
New York, NY 10019
All comments submitted to LearningAnnex.com and concerning the LearningAnnex.com Network or business will belong to LearningAnnex.com. By providing comments, you agree to assign, and hereby do assign, to LearningAnnex.com, to the fullest extent permitted by law, all right, title and interest, including all intellectual property rights, in and to such comments. LearningAnnex.com will be free to use all comments, and all ideas, concepts or techniques embodied in all comments, for any purpose whatsoever, including without limitation by developing, manufacturing and marketing products or services, whether related to the LearningAnnex.com Network or not, or incorporating such ideas, concepts, or techniques.
32. Disclaimer of Warranties
THE LEARNINGANNEX.COM NETWORK IS PROVIDED "AS IS" AND "AS AVAILABLE", AND LEARNINGANNEX.COM AND ITS CONTRACTORS AND LICENSORS, AS APPLICABLE, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, LEARNINGANNEX.COM AND ITS CONTRACTORS AND LICENSORS, AS APPLICABLE, MAKE NO REPRESENTATION OR WARRANTY:
REGARDING ACCESS TO OR USE OF, OR THE RESULTS OF THE USE OF, THE LEARNINGANNEX.COM NETWORK WITH RESPECT TO PERFORMANCE, ACCURACY, TIMELINESS, RELIABILITY, SECURITY CAPABILITY, OR OTHERWISE, OR THAT THE LEARNINGANNEX.COM NETWORK WILL BE SUITABLE FOR ANY PURPOSE OR WILL OTHERWISE MEET YOUR REQUIREMENTS;
THAT ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK WILL NOT INFRINGE ANY THIRD-PARTY COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS;
THAT YOUR ACCESS TO AND USE OF THE LEARNINGANNEX.COM NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE;
THAT CONTENT AVAILABLE ON THE LEARNINGANNEX.COM NETWORK IS FREE FROM ERROR OR SUITABLE FOR ANY PURPOSE;
OR, THAT CONTENT AVAILABLE ON THE LEARNINGANNEX.COM NETWORK WILL NOT INFRINGE ANY THIRD PARTY COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS.
YOU AGREE THAT YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE LEARNINGANNEX.COM NETWORK IS AT YOUR SOLE RISK. YOU WILL NOT HOLD LEARNINGANNEX.COM OR ITS CONTRATORS OR LICENSORS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY OR GUARANTEE IN ANY WAY WHATSOEVER RELATING TO THE LEARNINGANNEX.COM NETWORK AS TO LEARNINGANNEX.COM OR ITS CONTRACTORS OR LICENSORS.
33. Conduct, Goods and Services of Third Parties
THE THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND CONTENT AVAILABLE ON THE LEARNINGANNEX.COM NETWORK, INCLUDING WITHOUT LIMITATION THOSE AVAILABLE THROUGH LEARNINGANNEX.COMSERS AND THIRD-PARTY ADVERTISEMENTS, ARE NOT CONTROLLED LEARNINGANNEX.COM. ACCORDINGLY, LEARNINGANNEX.COM MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, GOODS, RESOURCES, AND CONTENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. LEARNINGANNEX.COM WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, OR PURCHASING OF GOODS OR SERVICES FROM, THIRD-PARTY WEBSITES. LEARNINGANNEX.COM ASSUMES NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ANY THEFT, LOSS, ALTERATION OR MISUSE OF PERSONAL OR OTHER INFORMATION LAWFULLY PROVIDED BY LEARNINGANNEX.COM TO THIRD PARTIES, OR WITH REGARD TO THE FAILURE OF ANY THIRD PARTY TO ABIDE BY THIS AGREEMENT, THE LEARNINGANNEX.COM NETWORK PRIVACY POLICY OR ANY OTHER POLICY OF LEARNINGANNEX.COM OR AGREEMENT BETWEEN THAT THIRD PARTY AND LEARNINGANNEX.COM.
34. Exclusion of Damages
LEARNINGANNEX.COM AND ITS CONTRACTORS AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH YOUR ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
35. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY STATED, IN NO EVENT WILL LEARNINGANNEX.COM OR ITS CONTRACTORS OR LICENSORS, AS APPLICABLE, BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, EVEN IF LEARNINGANNEX.COM OR ITS CONTRACTORS OR LICENSORS, AS APPLICABLE, WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF YOUR CLAIMS AGAINST LEARNINGANNEX.COM AND ITS CONTRACTORS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE LEARNINGANNEX.COM NETWORK EXCEED $35.00. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK.
36. Application
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND LEARNINGANNEX.COM. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. LEARNINGANNEX.COM'S LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS.
37. Force Majeure
LearningAnnex.com will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including without limitation a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a contractor or licensor to LearningAnnex.com to perform, fire, terrorism, natural disaster, or war.
38. Backups
LearningAnnex.com does not provide any backups of information, content or otherwise. In the event LearningAnnex.com or its contractors make backups, it will be for server restoration purposes only. It is your responsibility to maintain local copies of anything you wish to keep and protect, including any and all posted Content.
39. Indemnity by You
You agree to defend, indemnify and hold harmless the LearningAnnex.com Indemnified Parties from and against any and all claims, actions, demands, causes of action and other proceedings, including but not limited to legal costs and fees, arising out of or relating to:
your breach of this Agreement or any other LearningAnnex.com policies or terms of use, including without limitation any representation or warranty contained in this Agreement;
your access to or use of the LearningAnnex.com Network, including without limitation your or others' accessing and downloading of LearningAnnex.com Web Logs, Forum Posts, Content or other materials available on the LearningAnnex.com Network or Third-Party Websites, or your purchasing of goods or services from LearningAnnex.com users or third parties;
or your LearningAnnex.com Web Logs or Forum Posts, or your providing to LearningAnnex.com of information or other data and content.
The LearningAnnex.com Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the LearningAnnex.com Indemnified Parties. You may not settle any Indemnified Claim without the prior written consent of the concerned LearningAnnex.com Indemnified Parties.
40. General Representation and Warranty
You represent and warrant that your access to and use of the LearningAnnex.com Network will be in accordance with this Agreement and any other LearningAnnex.com policies or terms of use, and with any applicable laws or regulations.
41. Termination
A. By LearningAnnex.com
LearningAnnex.com reserves the right, in its sole discretion, for any reason or no reason at all, without notice or liability to you or any third party, to terminate your access to and use of the LearningAnnex.com Network. LearningAnnex.com also will have the right, in its sole discretion, without notice or liability to you or any third party, to terminate this Agreement for cause. Cause may include, without limitation: (i) your breach of any part of this Agreement; (ii) your violation of the rights of any third party; or (iii) your account becoming inactive for an extended period of time, each in the sole discretion of LearningAnnex.com.
B. By You
You may terminate this Agreement and your rights hereunder for any reason or no reason at all at any time by providing to LearningAnnex.com notice of your intention to do so.
42. Effect of Termination
Any termination of this agreement automatically terminates the license granted to you by LearningAnnex.com, including without limitation your rights to access and use the LearningAnnex.com Network, and to create, make available, search and access LearningAnnex.com Web Logs, Forum Posts or other content. Subsequent to termination, LearningAnnex.com reserves the right to exercise whatever means we deem necessary to prevent your unauthorized access to and use of the LearningAnnex.com Network, including without limitation technological barriers such as IP mapping and direct contact with your Internet Service Provider.
43. LearningAnnex.com user/Viewer Disputes
You are solely responsible for your interactions with other LearningAnnex.com users, users and viewers. LearningAnnex.com reserves the right, but has no obligation, to monitor such disputes.
44. LearningAnnex.com Disputes
If there is any dispute about or involving the LearningAnnex.com, you agree that the dispute shall be governed by the laws of the State of New York, USA, without regard to conflict of law provisions and, without limiting the requirement that all disputes between us are subject the arbitration, you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of New York, County of New York. Either LearningAnnex.com or you may demand that any dispute between LearningAnnex.com and you about or involving the LearningAnnex.com must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent LearningAnnex.com from seeking injunctive relief in a court of competent jurisdiction.
You agree that, by entering into this Agreement, you and The Learning Annex are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to The Learning Annex should be addressed to: General Counsel, The Learning Annex, 60 Walnut Street, 4th Floor, Wellesley, MA 02481 ("Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If The Learning Annex and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or The Learning Annex may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by The Learning Annex or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or The Learning Annex is entitled.
The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND THE LEARNING ANNEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and The Learning Annex agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
If any party files a judicial, administrative or arbitration action asserting a claim that is subsequently rejected, dismissed, lost or otherwise unsuccessful, the party filing that action must pay the other party's costs and expenses, including reasonable attorneys' fees.
45. Remedies in Aid of Arbitration
Notwithstanding anything herein to the contrary, this agreement to arbitrate will not preclude either you or LearningAnnex.com from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award.
46. Legal Action
If LearningAnnex.com files an arbitration claim or takes other legal action against you in connection with any actual or suspected breach of this Agreement, LearningAnnex.com will be entitled to recover from you as part of such legal action, and you agree to pay, LearningAnnex.com's reasonable costs, expenses and attorneys' fees incurred as a result of such legal action. LearningAnnex.com and its licensors and contractors will have no legal obligation or other liability to you or any third party arising out of or relating to LearningAnnex.com's termination of this Agreement.
47. Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to LearningAnnex.com or its licensors, as the case may be, and would therefore entitle LearningAnnex.com to injunctive relief.
48. Entire Agreement; Amendment
This Agreement constitutes the entire agreement between LearningAnnex.com and you concerning your access to and use of the LearningAnnex.com Network, and may only be modified by a written amendment signed by an authorized executive of LearningAnnex.com or by the unilateral amendment of this Agreement by LearningAnnex.com and the posting by LearningAnnex.com of such amended version.
49. Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
50. U.S. Export Controls
Software available in connection with the LearningAnnex.com is further subject to United States export controls. No software may be downloaded from the LearningAnnex.com or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk.
51. Assignment
This Agreement and all of your rights and obligations hereunder will not be assignable or transferable by you without the prior written consent of LearningAnnex.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
52. Relationship
You and LearningAnnex.com are independent of one another, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
53. Third Party
Except for LearningAnnex.com's contractors, licensors and the LearningAnnex.com Indemnified Parties, to the extent set forth herein, there are no third-party beneficiaries to this Agreement.
Updated: May 13, 2011
Copyright © 2007 to the present, The Learning Annex, LP, ALL RIGHTS RESERVED.
